Astaldi S.p.A. (“Astaldi” or the “Company”) announces that the Italian markets authority (“CONSOB”) has approved, with notice no. 1075426/20, granted on October 28, 2020, the prospectus (the “Prospectus”) for the trading on the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A. (“MTA”) of: (i) n. 978,260,870 newly-issued ordinary shares Astaldi resulting from a capital increase, with exclusion of pre-emption rights pursuant to art. 2441, subsection 5, of the Italian Civil Code, reserved for subscription by Webuild S.p.A. (the “New Shares” and the “Webuild Capital Increase”); and (ii) maximum 428,929,765 newly-issued ordinary shares Astaldi resulting from a capital increase, with exclusion of pre-emption rights pursuant to art. 2441, subsection 5, of the Italian Civil Code, reserved for subscription by Astaldi S.p.A.’s unsecured creditors, as a conversion of their claims vis-à-vis Astaldi S.p.A. (the “New Conversion Shares” and the “Capital Increase for Conversion”). Both the above-mentioned capital increases were approved by the Shareholders’ Extraordinary Meeting held on 31 July 2020 and are aimed to implement Astaldi’s composition with creditors pursuant to art. 161, subsection 6, of the Italian Insolvency Law, approved by the Court of Rome with decree published on 17 July 2020. For more information, reference should be made to the details contained in the Prospectus.
The Company informs that the Prospectus was published today pursuant to the applicable law and it is available on the company’s website www.astaldi.com, in the section Investor Relations. The Prospectus is also available at the Company’s registered office located in Rome, via Giulio Vincenzo Bona, 65, and on the SDIR storage site (www.1info.it).
The Prospectus exclusively represents a prospectus for the admission to trading of the New Shares and New Conversion Shares on MTA, being not applicable the exemption provided for by art. 1, subsection 5, lett. A) of the Prospectus Regulation (EU Regulation 2017/1129).
The Company deems that the above-mentioned capital increases will be executed on November 5, 2020, assuming the completion of all the related activities, and, in any case, within the deadline prescribed by the Court of Rome in the composition approval decree.
Following the implementation of the Webuild Capital Increase and the Capital Increase for Conversion, the Company, pursuant to art. 85-bis of CONSOB Regulation no. 11971/1999, will inform the market of the new share capital amount and of the new number of issued and outstanding shares.